Bulletin from EGM 9 January 2024 - Adventure Box Technology AB (publ)

The general meeting resolved, in accordance with the proposal from the Board of Directors, to approve the Board of Directors' resolution dated 7 December 2023 of a directed new issue of a maximum of 12,728,122 shares, entailing an increase of the share capital of not more than SEK 1,272,812.20. The right to subscribe for the shares is, with deviation from the shareholders' preferential rights, given to certain informed investors. The reason for the deviation from shareholders' preferential rights is that the company's Board of Directors has investigated the conditions and carefully considered the possibility of carrying out a rights issue in order to raise the required capital. The company's Board of Directors believes that carrying out a rights issue would entail a risk that the company cannot meet its capital needs and at the same time maintain an optimal capital structure. The Board of Directors' conclusion is that a rights issue would entail significantly longer implementation time and thus entail an increased market risk exposure compared to a directed share issue and could lead to the company missing out on the opportunity to make investments. Given the volatility that has been observed in the market during 2023, and which continues to prevail, the Board of Directors has assessed that a rights issue would also require significant underwriting commitments from an underwriting consortium. This would entail additional costs and/or further dilution for the shareholders depending on the type of consideration paid for such underwriting commitments, especially taking into account the total issue proceeds in the directed issue in relation to the market value of the company's shares. In addition, a rights issue would likely have been made at a lower subscription price, given the discount levels for rights issues that have been carried out in the market recently. The Board of Directors assesses that the total capital that the company receives through the directed issue is limited, and that the costs of a rights issue would be high in relation to the acquired capital. The Board of Directors' overall assessment is thus that the reasons for carrying out the directed issue in this way outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that an issue with a deviation from the shareholders' preferential rights is in the interest of the company and all shareholders.

The shares have been subscribed for in full by the investors Rightbridge Ventures Group AB and Blue Horizon Investment ApS to a subscription price of SEK 0.16 per share. Payment shall be made no later than 2 February 2024. The Board of Directors shall be entitled to extend the payment period. Further information regarding the share issue is available in the press release from 7 December 2023.

In order for the share issue to be carried out, the general meeting resolved on amendments of the limits for the share capital and the number of shares in the Articles of Association.